SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended..........................................June 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________________
Commission File Number 0-5896
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JACO ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
New York 11-1978958
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
145 Oser Avenue, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (631) 273-5500
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 per share
-----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of Common Stock held by non-affiliates of
the Company, computed by reference to the closing price on September 24, 2001
was $17,556,293.
Number of shares outstanding of each class of Common Stock, as of
September 24, 2001: 5,707,459 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors and executive officers of the Company, their ages, and
their positions and terms of office with the Company are set forth below.
NAME AGE POSITION
Joel H. Girsky................................ 62 Chairman of the Board, President and Treasurer
Joseph F. Oliveri............................. 52 Vice Chairman of the Board and Executive Vice President
Charles B. Girsky............................. 67 Executive Vice President and Director
Jeffrey D. Gash............................... 49 Executive Vice President, Chief Financial Officer
and Secretary
Gary Giordano................................. 44 Executive Vice President
Stephen A. Cohen.............................. 64 Director
Edward M. Frankel............................. 63 Director
Joseph F. Hickey, Jr.......................... 43 Director
Joel H. Girsky has been a Director and executive officer of the Company
since it was founded in 1961. He also is a director of Frequency Electronics,
Inc. of Uniondale, New York. Messrs. Joel H. Girsky and Charles B. Girsky are
brothers.
Joseph F. Oliveri became Vice Chairman of the Board of Directors and an
Executive Vice President in June 2000. From March 1983 to June 2000 he was
President and Chief Executive Officer of Interface Electronics Corp.
("Interface"). The Company acquired Interface in June 2000. Mr. Oliveri also
served as a director of EMC Corporation, a designer and manufacturer of hardware
and software products and a provider of services for the storage, management,
protection and sharing of electronic information, from March 1993 to October 9,
2001.
Charles B. Girsky was a founder, Director, and President of the Company
from 1961 through January 1983. He became an executive officer again in August
1985 and has been an Executive Vice President since January 1988. He has been a
Director since 1986. Messrs. Charles B. Girsky and Joel H. Girsky are brothers.
Jeffrey D. Gash became an Executive Vice President in October 2000. He
became Vice President of Finance in January 1989, and was Controller of the
Company for more than five years
2
prior thereto. In September 1999, he became Secretary of the Company. He has
also served in similar capacities with the Company's subsidiaries.
Gary Giordano became Executive Vice President in June 2000. From
February 1992 to June 2000 he was a Vice President of Sales and Marketing.
Stephen A. Cohen has been a Director since 1970. Since August 1989, he
has practiced law as a member of Morrison Cohen Singer & Weinstein, LLP, the
Company's general counsel.
Edward M. Frankel became a Director in May 1984. Since December 1999,
he has been Chairman of the Board of Vitaquest International, Inc., a
distributor of vitamins and health and beauty products. For more than five years
prior thereto, he served as President of Vitaquest and its predecessor entities.
Joseph F. Hickey, Jr. became a Director in May 1997. From February 1991
to April 2001, he was employed by Tucker Anthony Sutro Capital Markets, a
national investment banking firm. He was a managing director in Tucker Anthony's
investment banking department. He is currently a managing director at Silicon
Pastures, an angel investment network.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information concerning the
compensation paid or accrued by the Company for services rendered to the Company
in all capacities for the fiscal years ended June 30, 2001, 2000 and 1999, by
its Chief Executive Officer and each of the Company's other executive officers
whose total salary and bonus exceeded $100,000 during the fiscal year ended June
30, 2001 ("Fiscal 2001"):
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------------------------------ ----------------------------------------------------------
Awards Payouts
Other Annual Restricted
Name and Compensation Stock Options/ LTIP All Other
Principal Position Year Salary($) Bonus($) ($)(1) Awards($)(2)(3) SARs(#)(3) Payouts($) Compensation ($)(4)
------------------ ---- --------- -------- ------------ --------------- ---------- ---------- -------------------
Joel H. Girsky 2001 325,000 720,000 -- -- 50,000 -- 59,083
Chairman of the Board 2000 325,000 648,100 60,000 -- 66,709
President, and Treasurer 1999 325,000 -- -- -- 300,000 -- 58,556
Joseph F. Oliveri (5) 2001 300,000 175,500 -- -- 15,000 -- 207
Vice Chairman and 2000 20,770 15,700 -- -- 30,000 -- --
Executive Vice President
Charles B. Girsky 2001 225,000 360,000 -- -- 25,000 -- 2,286
Executive Vice President 2000 225,000 324,000 -- -- 15,000 -- 6,831
1999 225,000 -- -- -- 37,500 -- 3,144
Jeffrey D. Gash 2001 152,500 50,800 -- -- 15,000 -- 1,124
Executive Vice President, 2000 136,000 60,800 -- -- 15,000 -- 4,953
Vice President, Finance 1999 125,000 25,800 -- -- 15,000 -- 2,217
and Secretary
Gary Giordano(6) 2001 184,300 43,600 -- -- 15,000 -- 1,180
Executive Vice President 2000 158,000 40,000 -- -- 15,000 -- 1,971
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(1) The costs of certain benefits are not included because they did not
exceed, in the case of each named executive officer, the lesser of
$50,000 or ten percent of the total annual salary and bonus reported in
the above table.
(2) On June 9, 1997, the Board of Directors awarded an aggregate of 97,500
shares of Common Stock under the Company's Restricted Stock Plan to its
executive officers as follows: 37,500 shares of Common Stock to Mr.
Joel Girsky, 37,500 shares of Common Stock to Mr. Charles Girsky,
15,000 shares of Common Stock to Mr. Jeffrey Gash and 7,500 shares of
Common Stock to Mr. Gary Giordano. These grants were subject to the
approval of the Company's shareholders, which approval was received on
December 9, 1997. The awards vest in one-quarter increments annually.
Accordingly, as of June 30, 2001, all of the aforementioned awards were
vested. The value of the aggregate restricted stock holdings of these
individuals at June 30, 2001 was as follows: $205,250 for Mr. Joel
Girsky, $205,250 for Mr. Charles Girsky, $82,100 for Mr. Jeffrey Gash
and $41,050 for Mr. Gary Giordano. These figures are based upon the
fair market value per share of the Company's Common Stock at June 30,
2001, minus the purchase price of such awards. The closing sale price
for the Company's Common Stock as of June 30, 2001 on the Nasdaq
National Market was $6.14.
(3) Adjusted to give effect to a 3-for-2 stock split which was effective on
July 24, 2000.
(4) Includes 401(k) matching contributions, premiums paid on group term
life insurance and, in the case of Mr. Joel Girsky, the taxable portion
of split dollar life insurance policies and deferred compensation
accrued in connection with his employment agreement with the Company.
401(k) matching contributions for Fiscal 2001 for the Named Executives
were as follows: Mr. Joel Girsky -- $1,125, Mr. Oliveri -- $0, Mr.
Charles Girsky -- $1,067, Mr. Gash -- $854 and Mr. Giordano -- $1,000.
Premiums paid on group term life insurance for Fiscal 2001 for the
Named Executives were as follows: Mr. Joel Girsky -- $1,188, Mr.
Oliveri -- $207, Mr. Charles Girsky -- $1,219, Mr. Gash -- $270 and Mr.
Giordano -- $180. The taxable portion of split dollar life insurance
policies for Mr. Joel Girsky was $6,770 for Fiscal 2001. $50,000
deferred compensation was accrued in Fiscal 2001 in connection with Mr.
Joel Girsky's employment agreement with the Company.
(5) Mr. Oliveri became an Executive Vice President of the Company on June
6, 2000.
(6) Mr. Giordano became an Executive Vice President of the Company on June
22, 2000.
EMPLOYMENT AGREEMENTS
The Company entered into a new four-year employment agreement with Joel
Girsky, effective as of July 1, 2001, to serve as the Company's Chairman and
President. The employment agreement, will automatically renew for additional
one-year periods on each anniversary date, unless notice is given 90 days prior
to an anniversary date. In the event that a notice of non-renewal is delivered
by either party, Mr. Girsky's employment agreement shall continue for a period
of three years following the anniversary date which follows immediately
4
after the date that such notice is delivered. However, in the event that a
notice of non-renewal is delivered by either party at such time as Mr. Girsky is
at least 70 years of age, then the employment agreement shall continue for a
period of only one year following the anniversary date which follows immediately
after the date that such notice is delivered. Mr. Joel Girsky received a base
salary of $325,000 for Fiscal 2001, and shall receive a base salary of $375,000
for each fiscal year ending June 30, thereafter. In addition, he is entitled to
receive a cash bonus equal to four percent of the Company's earnings before
income taxes for each fiscal year in which such earnings are between $1.0
million and $2.5 million, or six percent of the Company's earnings before income
taxes for such fiscal year if such earnings are in excess of $2.5 million up to
a maximum annual cash bonus of $720,000. If the Company's earnings before income
taxes are in excess of $12.0 million for any such fiscal year, Mr. Girsky may
also receive stock options. Mr. Girsky or his estate, as the case may be, is
entitled to receive a payment of $375,000 if he dies or becomes permanently
disabled during the term of the employment agreement. The death benefit of $1.5
million provided for in the prior employment agreement was being funded by a
life insurance policy maintained by the Company, which policy was transferred to
Mr. Girsky. Mr. Girsky shall also receive deferred compensation which accrues at
the rate of $50,000 per year, and becomes payable in a lump sum at the cessation
of his employment, with or without cause, at any time. In the event of a change
in control, Mr. Girsky will receive 299% of the average of his base salary plus
cash bonus for the previous five years, to the extent that such payment does not
equal or exceed three times Mr. Girsky's base amount, as computed in accordance
with Section 280G(d)(4) of the Internal Revenue Code of 1986. Additionally, upon
a change of control, Mr. Girsky's employment agreement may be assigned by the
Company or any such successor or surviving corporation with the prior written
consent of Mr. Girsky. Commencing upon the termination of Mr. Girsky's
employment with Jaco, and ending on the later to occur of Mr. Girsky's death or
his spouse's death, Jaco will permit Mr. Girsky and his spouse to the extent
eligible, to participate in the health and medical benefit program provided by
Jaco to senior executive officers.
The Company entered into a three-year employment agreement with Joseph
F. Oliveri, effective as of June 6, 2000. The employment agreement will
automatically renew for additional one-year periods unless notice is given 90
days prior to an anniversary date. Mr. Oliveri receives a base salary at an
annual rate of $300,000. In addition, he is entitled to receive a cash bonus
equal to two percent of gross profit from certain customers for each
twelve month period beginning June 1, 2000, June 2, 2001 and June 1, 2002. The
employment agreement, as amended, provides that in the event of a change in
control on or after June 1, 2001 and on or prior to May 30, 2003, Mr. Oliveri
will receive 200% of his base salary plus cash bonus earned during the twelve
months prior to the change of control.
The Company entered into a new four-year employment agreement with
Charles Girsky, effective as of July 1, 2001, to serve as the Company's
Executive Vice President. The employment agreement will automatically renew for
additional one-year periods on each anniversary date, unless notice is given 90
days prior to an anniversary date. In the event that a notice of non-renewal is
delivered by either party, Mr. Girsky's employment agreement shall continue for
a period of three years following the anniversary date which follows immediately
after the date that such notice is delivered. However, in the event that a
notice of non-renewal is delivered by either party at such time as Mr. Girsky is
at least 70 years of age, then the employment agreement shall continue for a
period of only one year following the anniversary
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date which follows immediately after the date that such notice is delivered.
Mr. Girsky received a base salary of $225,000 for Fiscal 2001, and shall receive
a base salary of $250,000 for each fiscal year ending June 30, thereafter. In
addition, he is entitled to receive a cash bonus equal to two percent of the
Company's earnings before income taxes for each fiscal year in which such
earnings are between $1.0 million and $2.5 million, or three percent of the
Company's earnings before income taxes for such fiscal year if such earnings are
in excess of $2.5 million up to a maximum annual cash bonus of $360,000. If the
Company's earnings before income taxes are in excess of $12.0 million for any
such fiscal year, Mr. Girsky may also receive stock options. Mr. Girsky or his
estate, as the case may be, is entitled to receive a payment of $250,000 if he
dies during the term of the employment agreement. The death benefit of $1.0
million provided for in the prior employment agreement was being funded by a
life insurance policy maintained by the Company, which policy was transferred to
Mr. Girsky. In the event of a change in control, Mr. Girsky will receive 250% of
the average of his base salary plus cash bonus for the previous five years, to
the extent that such payment does not equal or exceed three times Mr. Girsky's
base amount, as computed in accordance with Section 280G(d)(4) of the Internal
Revenue Code of 1986. Additionally, upon a change of control, Mr. Girsky's
employment agreement may be assigned by the Company or any such successor or
surviving corporation with the prior written consent of Mr. Girsky. Commencing
upon the termination of Mr. Girsky's employment with Jaco, and ending on the
later to occur of Mr. Girsky's death or his spouse's death, Jaco will permit Mr.
Girsky and his spouse to the extent eligible, to participate in the health and
medical benefit program provided by Jaco to senior executive officers.
The Company entered into a four-year employment agreement with Jeffrey
Gash, effective as of July 1, 1998, to serve as the Company's Executive Vice
President of Finance. The employment agreement will automatically renew for
additional one-year periods on each anniversary date, unless notice is given 90
days prior to an anniversary date. In the event that a notice of non-renewal is
delivered by either party, Mr. Gash's employment agreement shall continue for a
period of three years following the anniversary date which follows immediately
after the date that such notice is delivered. Pursuant to the agreement, as
amended, Mr. Gash received a base salary of $160,000 for Fiscal 2001, and shall
receive a base salary of $160,000 for each fiscal year ending June 30,
thereafter. In addition, he is entitled to receive a cash bonus as determined by
the Board of Directors and the President. Mr. Gash or his estate, as the case
may be, is entitled to receive a payment of $750,000 if he dies during the term
of the employment agreement. The death benefit is currently being funded by a
life insurance policy maintained by the Company. In the event of Mr. Gash's
cessation of employment with the Company, upon his request, the Company is
obligated to transfer such policy to Mr. Gash. Thereafter, the Company would
have no further liability for the payment of such benefit or the premiums on
such policy. In the event of a change in control, Mr. Gash will receive 200% of
the average of his base salary plus cash bonus for the previous five years, to
the extent that such payment does not equal or exceed three times Mr. Gash's
base amount, as computed in accordance with Section 280G(d)(4) of the Internal
Revenue Code of 1986. Additionally, upon a change of control, Mr. Gash's
employment agreement may be assigned by the Company or any such successor or
surviving corporation with the prior written consent of Mr. Gash.
The Company entered into an agreement with Gary Giordano dated as of
July 20, 1998, which provides a lump sum payment to him in the event of a change
in control. If Mr.
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Giordano's employment with the Company or a successor or surviving corporation
is terminated other than for cause (commission by Mr. Giordano of an act
constituting common law fraud or a felony), for a period of up to two years
after the change in control event, he will receive up to 200% of the average of
his base salary plus cash bonus for the previous three years based upon a
formula. The payment will be made to Mr. Giordano to the extent such payment
does not exceed Mr. Giordano's base amount as computed in accordance with
Section 280G(d)(4) of the Internal Revenue Code of 1986. The agreement also
requires Mr. Giordano to refrain from disclosing proprietary or confidential
information obtained by him. The agreement does not obligate the Company to
retain the services of Mr. Giordano.
OPTION GRANTS
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following tables set forth information concerning the grant of
stock options during Fiscal 2001 to each of the persons described in the Summary
Compensation Table and the number and value of unexercised options held by them
at the fiscal year-end.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
-----------------------------------------------------------------------------------------------------------------------------
Number of Percent of Total Potential Realizable
Securities Options/SARs Value At Assumed
Underlying Granted to Annual Rates of Stock
Options/SARs Employees in Exercise or Base Price Appreciation
Name Granted (#) Fiscal Year Price ($/Sh) Expiration Date for Option Term (1)
---- ----------- ----------- ------------ --------------- ---------------------
5%($) 10%($)
-------- -------
Joel H. Girsky 50,000(2) 21% 8.00 December 11, 2010 251,600 637,500
Joseph F. Oliveri 15,000(2) 6% 8.00 December 11, 2010 75,500 191,200
Charles B. Girsky 25,000(2) 10% 8.00 December 11, 2010 125,800 318,700
Jeffrey D. Gash 15,000(2) 6% 8.00 December 11, 2010 75,500 191,200
Gary Giordano 15,000(2) 6% 8.00 December 11, 2010 75,500 191,200
(1) The potential realizable value assumes that the stock price increases
from the date of grant until the end of the option term (10 years) at
the annual rate of five percent and ten percent. The assumed annual
rates of appreciation are computed in accordance with the rules and
regulations of the Securities and Exchange Commission. No assurance can
be given that the annual rates of appreciation assumed for the purposes
of the table will be achieved, and actual results may be lower or
higher.
(2) The options in the table were granted on December 12, 2000 under the
Company's 2000 Stock Option Plan and have exercise prices equal to the
fair market value of the
7
Company's Common Stock on the date of grant. The options become
exercisable one year from the date of grant.
AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Shares
Acquired Value Number of Unexercised Value of Unexercised
On Exercise Realized Option/SARs at FY-End In-the-Money Option/SARs at
------------ --------- (#)(1) FY-End($)(2)
Name (#)(1) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------ --- ----------- ------------- ----------- -------------
Joel H. Girsky -- -- 383,098 50,000 1,368,100 0
Joseph F. Oliveri -- -- 30,000 15,000 0 0
Charles B. Girsky 22,500 84,400 90,000 25,000 272,900 0
Jeffrey D. Gash -- -- 30,000 15,000 119,800 0
Gary Giordano -- -- 15,000 15,000 54,600 0
(1) Adjusted to give effect to a 3-for-2 stock split which was effective on
July 24, 2000.
(2) Based on the fair market value per share of the Common Stock at year
end, minus the exercise or base price on "in-the-money" options. The
closing sale price for the Company's Common Stock as of June 30, 2001
on the Nasdaq National Market was $6.14.
DIRECTOR COMPENSATION
Pursuant to the Company's 1993 Stock Option Plan for Outside Directors,
the then outside directors (directors who are not employees) were each granted
options on December 31, 1993 to purchase 22,000 shares of Common Stock. In
addition, the Outside Directors' Plan provided that each outside director shall
also be granted on each December 31 subsequent to December 31, 1993 stock
options to purchase 4,399 shares of Common Stock. All options granted under the
Outside Directors' Plan are immediately exercisable, and the exercise price per
share of each option is equal to the fair market value of the shares of Common
Stock on the date of grant. No option may be granted after January 1, 1998 under
the Outside Directors' Plan.
On September 16, 1998, each of Messrs. Cohen and Frankel was granted
options to purchase 11,250 shares of Common Stock. The options became
exercisable one year from the date of grant and expire on September 15, 2003.
The per share exercise price of each option is equal to the closing price of the
Common Stock on the date of grant, or $2.75 per share.
On September 15, 1999, the Company granted each of Mr. Stephen A.
Cohen, Mr. Edward M. Frankel and Mr. Joseph F. Hickey, Jr., five year options to
purchase 11,250 shares of Common Stock at an exercise price of $2.50 per share.
The per share exercise price of each option is equal to the closing price of the
Common Stock on the date of grant. The options vest
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on the one-year anniversary date of the date of grant and were issued pursuant
to the Company's 1993 Non-Qualified Stock Option Plan.
On December 12, 2000, the Company granted each of Mr. Stephen A. Cohen,
Mr. Edward M. Frankel and Mr. Joseph F. Hickey, Jr., ten year options to
purchase 5,000 shares of Common Stock at an exercise price of $8.00 per share.
The per share exercise price of each option is equal to the closing price of the
Common Stock on the date of grant. The options vest on the one-year anniversary
date of the date of grant and were issued pursuant to the Company's 2000 Stock
Option Plan.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company's employment agreements with Messrs. Joel Girsky, Charles
Girsky, Jeffrey Gash and Joseph Oliveri, and the change-in-control agreement
with Gary Giordano are described on pages 4 through 7 of this Form 10-K/A.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Joseph F. Hickey, Jr., a Director and member of the Compensation
Committee, was a managing director of Tucker Anthony Sutro Capital Markets
through April 2001, which firm renders services to the Company from time to
time.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock to file with the Securities
and Exchange Commission initial reports of beneficial ownership on Form 3 and
reports of changes in beneficial ownership on Form 4 or Form 5. Executive
officers, directors, and ten percent shareholders are required to furnish the
Company with copies of such forms. Based solely on a review of such forms
furnished to the Company and written representations from certain reporting
persons, the Company believes that during Fiscal 2001, the Company's executive
officers, directors, and ten percent shareholders complied with all applicable
Section 16(a) filing requirements except, Mr. Charles Girsky filed a Form 5 at
the end of the Company's fiscal year to report the exercise of stock options in
November 2000 (Mr. Girsky continues to own the shares received upon the exercise
of such stock options).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the number and percentage of shares of
Common Stock owned as of October 23, 2001 by (i) each director of the Company,
(ii) all persons who, to the knowledge of the Company, are the beneficial owners
of more than 5% of the outstanding shares of Common Stock, (iii) each of the
executive officers, and (iv) all of the Company's directors and executive
officers, as a group. Each person named in the table has sole investment power
and sole voting power with respect to the shares of Common Stock set forth
opposite such person's name, except as otherwise indicated.
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NAME AND ADDRESS OF AGGREGATE NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER(1) BENEFICIALLY OWNED BENEFICIALLY OWNED(2)
------------------- ------------------ ---------------------
Joel H. Girsky 1,128,640 (3) 18.4%
Joseph F. Oliveri 45,000 (4) **
Charles B. Girsky 528,315 (5) 9.1%
Stephen A. Cohen 34,683 (6) **
Edward M. Frankel 36,298 (7) **
Joseph F. Hickey, Jr. 37,149 (8) **
Jeffrey D. Gash 62,298 (9) 1.1%
Gary Giordano 37,500 (10) **
Dimensional Fund Advisors 447,872 (11) 7.8%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
All directors and executive officers 1,909,883 (12) 29.5%
as a group (8 persons)
----------------------------------
** Less than one percent.
(1) Unless otherwise indicated, the address of each person listed is 145
Oser Avenue, Hauppauge, New York, 11788.
(2) Assumes a base of 5,707,459 shares of Common Stock outstanding, before
any consideration is given to outstanding options.
(3) Includes (i) 383,098 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's 1993
Non-Qualified Stock Option Plan, (ii) 50,000 shares of Common Stock
acquirable pursuant to options exercisable within 60 days granted under
the Company's 2000 Stock Option Plan, and (iii) 37,500 shares of Common
Stock awarded under the Company's Restricted Stock Plan.
(4) Includes (i) 30,000 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's 1993
Non-Qualified Stock Option Plan, and
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(ii) 15,000 shares of Common Stock acquirable pursuant to options
exercisable within 60 days granted under the Company's 2000 Stock
Option Plan.
(5) Includes (i) 352,815 shares of Common Stock owned by the Girsky Family
Trust, (ii) 90,000 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's 1993
Non-Qualified Stock Option Plan, (iii) 25,000 shares of Common Stock
acquirable pursuant to options exercisable within 60 days granted under
the Company's 2000 Stock Option Plan, and (iv) 37,500 shares of Common
Stock awarded under the Company's Restricted Stock Plan.
(6) Includes (i) 11,250 shares of Common Stock acquirable pursuant to
non-qualified stock options exercisable within 60 days granted to Mr.
Cohen by the Company, (ii) 11,250 shares of Common Stock acquirable
pursuant to options exercisable within 60 days granted under the
Company's 1993 Non-Qualified Stock Option Plan, and (iii) 5,000
shares of Common Stock acquirable pursuant to options exercisable
within 60 days granted under the Company's 2000 Stock Option Plan.
(7) Includes (i) 8,798 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's Outside
Directors' Plan, (ii) 11,250 shares of Common Stock acquirable pursuant
to non-qualified stock options exercisable within 60 days granted to
Mr. Frankel by the Company, (iii) 11,250 shares of Common Stock
acquirable pursuant to options exercisable within 60 days granted under
the Company's 1993 Non-Qualified Stock Option Plan, and (iv) 5,000
shares of Common Stock acquirable pursuant to options exercisable
within 60 days granted under the Company's 2000 Stock Option Plan.
(8) Includes (i) 4,399 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's Outside
Directors' Plan, (ii) 15,000 shares of Common Stock acquirable pursuant
to non-qualified stock options exercisable within 60 days granted to
Mr. Hickey by the Company, (iii) 11,250 shares of Common Stock
acquirable pursuant to options exercisable within 60 days granted under
the Company's 1993 Non-Qualified Stock Option Plan, and (iv) 5,000
shares of Common Stock acquirable pursuant to options exercisable
within 60 days granted under the 2000 Stock Option Plan.
(9) Includes (i) 30,000 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's 1993
Non-Qualified Stock Option Plan, (ii) 15,000 shares of Common Stock
acquirable pursuant to options exercisable within 60 days granted under
the Company's 2000 Stock Option Plan, and (iii) 15,000 shares of Common
Stock awarded under the Company's Restricted Stock Plan.
(10) Includes (i) 15,000 shares of Common Stock acquirable pursuant to
options exercisable within 60 days granted under the Company's 1993
Non-Qualified Stock Option Plan, (ii) 15,000 shares of Common Stock
acquirable pursuant to options exercisable within 60 days granted under
the Company's 2000 Stock Option Plan, and (iii) 7,500 shares of Common
Stock awarded under the Company's Restricted Stock Plan.
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(11) These securities are held in investment advisory accounts of
Dimensional Fund Advisors, Inc. This information is based upon an
amendment to Schedule 13G dated, February 2, 2001, and information made
available to the Company.
(12) Includes 767,545 shares of Common Stock acquirable pursuant to options
exercisable within 60 days and 97,500 shares of Common Stock awarded
under the Company's Restricted Stock Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During Fiscal 2001, the Company incurred approximately $628,000 of
rental expenses in connection with the Company's main headquarters and
centralized inventory distribution facility, located in Hauppauge, New York,
which was paid to Bemar Realty Company, the owner of such premises. Bemar is a
partnership consisting of Messrs. Joel Girsky and Charles Girsky, both of whom
are officers, directors and principal shareholders of the Company. The lease on
the property, which is net of all expenses, including taxes, utilities,
insurance, maintenance and repairs was renewed on January 1, 1996 and expires on
December 31, 2003. The Company believes the current rental rate is at its fair
market value.
Joseph F. Oliveri, the Company's Vice Chairman of the Board and an
Executive Vice President, has served as a director of EMC Corporation, a public
company, from March 1993 to October 9, 2001. Mr. Oliveri was also the President
and Chief Executive Officer of Interface from March 1983 until June 2000, when
it was acquired by the Company. Interface sells components to contract
manufacturers which incorporate such components into products sold to EMC. Mr.
Oliveri was a 40% stockholder of Interface, and therefore, upon the acquisition
of Interface, Mr. Oliveri received his proportionate share of the $15.4 million
purchase price paid by the Company at the closing, and the $3.8 million
additional purchase price paid in January, 2001. Mr. Oliveri may be entitled to
receive his proportionate share of up to approximately $2.8 million of deferred
payments.
Joseph E. Hickey, Jr., a Director, was also a managing director of
Tucker Anthony Sutro Capital Markets through April 2001, which firm renders
services to the Company from time to time.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JACO ELECTRONICS, INC.
Date: October 29, 2001 By: /s/ Jeffrey D. Gash
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Jeffrey D. Gash, Executive Vice President
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